Exelon, ComEd and BGE meet their short-term liquidity requirements primarily through the issuance of commercial paper. Generation and PECO meet their short-term liquidity requirements primarily through the issuance of commercial paper and borrowings from the intercompany money pool.

The Registrants had the following amounts of commercial paper borrowings outstanding as of September 30, 2012 and December 31, 2011:

Exelon had bank lines of credit under committed credit facilities at September 30, 2012 for short-term financial needs, as follows:

Type of Credit Facility		Amount (a)		Expiration Dates	Capacity Type
Exelon Corporate		(In billions)
	Syndicated Revolvers	$	2.0	December 2012 and August 2017	Letters of credit and cash
Generation
	Syndicated Revolver		5.3	August 2017	Letters of credit and cash
	Bilateral		0.3	December 2015 and March 2016	Letters of credit and cash
ComEd
	Syndicated Revolver		1.0	March 2017	Letters of credit and cash
PECO
	Syndicated Revolver		0.6	August 2017	Letters of credit and cash
BGE
	Syndicated Revolver		0.6	August 2017	Letters of credit and cash
	Total	$	9.8

As of September 30, 2012, there were no borrowings under the Registrants' credit facilities.

In connection with the Upstream Merger, Exelon assumed all of Constellation's obligations under its three-year, unsecured revolving credit facility (the “Constellation Credit Agreement”). Effective as of the Initial Merger, the Constellation Credit Agreement was amended and restated to (1) permit Exelon and Constellation to consummate the Upstream Merger and the restructuring transaction, (2) reduce the aggregate commitments under the Constellation Credit Agreement from $2.5 billion to $1.5 billion, and (3) conform some of the representations, warranties, covenants and events of default in the Constellation Credit Agreement with representations, warranties, covenants and events of default in the Exelon credit agreement, dated as of March 23, 2011, as amended as of the Initial Merger. In connection with the Upstream Merger, Exelon also assumed Constellation's obligations under four separate bilateral credit facilities and a commodity-linked credit facility, which were also amended to conform with the Constellation Credit Agreement effective as of the Initial Merger. Effective as of the Initial Merger, the Exelon Credit Agreement and the Generation Credit Agreement were amended and restated to conform some of the representations, warranties and covenants with provisions of the Constellation Credit Agreement, as amended effective as of the Initial Merger. Exelon Corporation (as successor to Constellation Energy Group) entered into an amendment to the Amended and Restated Credit Agreement dated March 12, 2012, which changed the maturity date to December 31, 2012. See Note 3 – Merger and Acquisitions for further description of the merger transaction.

On March 28, 2012, ComEd replaced its unsecured revolving credit facility with a new unsecured facility with aggregate bank commitments of $1.0 billion. Under this facility, ComEd may issue letters of credit in the aggregate amount of up to $500 million. The credit agreement has an initial term expiring on March 28, 2017, and ComEd may request up to two, one-year extensions of that term. The credit facility also allows ComEd to request increases in the aggregate commitments of up to an additional $500 million. Any such extensions or increases are subject to the approval of the lenders party to the credit agreement in their sole discretion. Costs incurred to amend and extend the facilities for ComEd were not material.

Borrowings under the credit agreement may bear interest at a rate based upon either the prime rate or a LIBOR-based rate, plus an adder based upon ComEd's credit rating. The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 65 basis points and 165 basis points, respectively. The fee varies depending upon ComEd's credit rating. The credit agreement also requires ComEd to pay a facility fee based upon the aggregate commitments under the agreement.

On August 10, 2012, Exelon Corporate, Generation, PECO and BGE amended and extended their respective unsecured syndicated revolving credit facilities, with aggregate bank commitments of $500 million, $5.3 billion, $600 million and $600 million, respectively, through August 10, 2017. Under these facilities Exelon Corporate, Generation, PECO and BGE may issue letters of credit in the aggregate of up to $200 million, $3.5 billion, $300 million and $600 million, respectively. Each credit facility permits the applicable borrower to request extensions for up to two additional one-year periods. Each credit facility also allows Exelon Corporate, Generation, PECO and BGE to request increases in aggregate commitments up to an additional $250 million, $1.0 billion, $250 million and $100 million, respectively. Any such extensions or increases are subject to the approval of the lenders party to the credit facilities in their sole discretion. Costs incurred to amend and extend the facilities for Exelon Corporate, Generation, PECO and BGE were not material.

The amended credit facilities updated the credit ratings-based pricing grids used to determine the facility fee and interest rates for borrowings under each facility and reflect current market pricing and maturities of five years from the close of the transactions. Borrowings under each credit agreement bear interest at a rate selected by the borrower based upon the prime rate or upon a LIBOR-based rate. Exelon Corporate, Generation, PECO and BGE have adders of 27.5, 7.5, 0.0 and 7.5 basis points for prime based borrowings and 127.5, 107.5, 100.0 and 107.5 basis points for LIBOR-based borrowings. The fee varies depending upon the respective credit ratings of each entity. The maximum adders for prime rate borrowings and LIBOR-based rate borrowings are 65 basis points and 165 basis points, respectively. The covenants in each of Exelon Corporate, Generation, PECO and BGE's extended facilities are substantially consistent with existing covenants, with the exception of the BGE facility, in which a debt to capitalization financial covenant was replaced with an interest coverage ratio financial covenant.

On October 19, 2012, Generation, ComEd and PECO replaced their expiring minority and community bank credit facility agreements with new minority and community bank credit facility agreements in the amounts of $50 million, $34 million and $34 million, respectively, and BGE entered into a minority and community bank credit facility in the amount of $5 million. These facilities, which expire in October 2013, are solely utilized to issue letters of credit.

On June 18, 2012, Generation issued and sold $775 million of Senior Notes. In connection with this debt issuance, Generation entered into forward-starting interest rate swaps in the aggregate notional amount of $470 million. The interest rate swaps were settled on June 15, 2012 with Generation recording a pre-tax loss of approximately $7 million. The loss was recorded to other comprehensive income within Exelon's and Generation's Consolidated Balance Sheets and are being amortized to income over the life of the related debt as an increase to interest expense.

Concurrently with the new debt issuance, Generation engaged in private offers (the Exchange Offer) to certain eligible holders to exchange any and all of the $700 million outstanding 7.60% Senior Notes due 2032 (Old Notes) of Exelon (which were assumed by Exelon in the merger with Constellation), for:

On June 28, 2012, pursuant to the Exchange Offer, Generation purchased $441 million of the Old Notes in exchange for issuing $535 million of Notes due in 2022 and 2042, plus a cash payment of approximately $60 million. The $441 million of Old Notes were recorded on Exelon's Consolidated Balance Sheets at $608 million, reflecting a fair value adjustment pursuant to the application of purchase accounting applied as a result of the Constellation merger which resulted in approximately $13 million gain from the Exchange Offer at Generation. The gain was recorded as an increase to Long-term Debt within Exelon's and Generation's Consolidated Balance Sheets and will be amortized to income over the life of the debt as a reduction in interest expense.

On July 13, 2012, pursuant to the Exchange Offer described above, Generation purchased an additional $1 million of Old Notes in exchange for the Senior Notes due in 2022 and 2042.

In connection with the debt obligations assumed by Exelon as part of the Upstream Merger on March 12, 2012, Exelon and subsidiaries of Generation (former Constellation subsidiaries) assumed intercompany loan agreements that mirror the terms and amounts of the third-party debt obligations of Exelon, resulting in intercompany notes payable included in Long-term Debt on Generation's Consolidated Balance Sheets and intercompany notes receivable at Exelon Corporate, which are eliminated in consolidation on Exelon's Consolidated Balance Sheets. The third-party debt obligations are reported in Long-term Debt on Exelon's Consolidated Balance Sheets. The intercompany loan agreements are summarized as follows:

The intercompany loan agreements and the third-party debt obligations described above were increased by $403 million for a fair value adjustment pursuant to the application of purchase accounting applied as a result of the Constellation merger, of which $212 million was outstanding as of September 30, 2012, primarily reflecting the Exchange Offer described above. This premium is being amortized over the lives of the arrangements as a reduction to interest expense.

Generation filed a registration statement on Form S-4 on November 1, 2012 to register senior notes to be issued in connection with an exchange offer for the senior notes that were privately issued in June and July 2012. The registered notes will have the same terms and maturity dates as the privately placed senior notes.

During the nine months ended September 30, 2012, the following long-term debt was issued:

Company	Type	Interest Rate		Maturity	Amount		Use of Proceeds
Generation	Senior Notes	4.250	%	June 15, 2022	$	523	Used for general corporate purposes and issued in connection with the Exchange Offer
Generation	Senior Notes	5.600	%	June 15, 2042	$	788	Used for general corporate purposes and issued in connection with the Exchange Offer
Generation	CEU Credit Agreement	1.990	%	June 16, 2016	$	43	Used to fund Upstream gas activities
Generation	DOE Project Financing	2.330 - 3.092	%	January 5, 2037	$	100	Funding for Antelope Valley solar development
Generation	Clean Horizons	2.500	%	June 7, 2030	$	38	Funding for Maryland solar development
BGE	Notes	2.800	%	August 15, 2022	$	250	Used to repay total outstanding commercial paper and for general corporate purposes
PECO	First and Refunding Mortgage Bonds	2.375	%	September 15, 2022	$	350	Used to pay at maturity First Mortgage Bonds due October 1, 2012 and for general corporate purposes

On October 1, 2012, ComEd issued $350 million aggregate principal of its First Mortgage 3.80% Bonds, Series 113 due October 1, 2042. ComEd will use the net proceeds from the sale of the bonds to repay outstanding commercial paper obligations and for general corporate purposes.

During October 2012, Antelope Valley received DOE-guaranteed loan advances of $59 million at 2.482% and $2 million at 2.595%, due January 5, 2037.

During the nine months ended September 30, 2011, the following long-term debt was issued:

Company	Type	Interest Rate	Maturity		Amount	Use of Proceeds
ComEd	First Mortgage Bonds	1.625%	January 15, 2014	$	600	Used as an interim source of liquidity for January 2011 contribution for Exelon-sponsored pension plans in which ComEd participates and for other general corporate purposes.
ComEd	First Mortgage Bonds (a)	1.950%	September 1, 2016	$	250	To be used to refinance the outstanding principal amount of three series of variable rate tax-exempt bonds, to refinance the outstanding principal of First Mortgage 5.40% Bonds due December 15, 2011.
ComEd	First Mortgage Bonds (a)	3.400%	September 1, 2021	$	350	To be used to refinance the outstanding principal amount of three series of variable rate tax-exempt bonds, to refinance the outstanding principal of First Mortgage 5.40% Bonds due December 15, 2011.

During the nine months ended September 30, 2012, the following current and long-term debt was retired:

Company	Type	Interest Rate		Maturity	Amount
ComEd	First Mortgage Bond Series 98	6.15	%	March 15, 2012		$	450
BGE	Rate Stabilization Bonds	5.68	%	April 1, 2017		$	31
BGE	Medium Term Notes	6.73 - 6.75	%	June 15, 2012		$	110
Generation	Armstrong Co. tax-exempt	5.00	%	December 1, 2042		$	46
Generation	CEU Credit Agreement	2.27	%	June 16, 2016		$	3
Generation	MEDCO Tax-Exempt Bonds	Variable		April 1, 2024		$	75
Generation	Solar Revolver	2.49	%	July 7, 2014		$	13
Generation	Kennett Square Capital Lease	7.83	%	September 20, 2020		$	2
Exelon	Senior Notes	7.60	%	April 1, 2032		$	442
Exelon	Medium Term Notes	7.30	%	June 1, 2012		$	2

On October 1, 2012, PECO retired $225 million aggregate principal of its 4.750% First and Refunding Mortgage Bonds due October 1, 2012.

On October 1, 2012, BGE retired $32 million aggregate principal of its 5.680% Rate Stabilization Bonds due April 1, 2017.

During the nine months ended September 30, 2011, the following long-term debt was retired:

PECO is party to an agreement with a financial institution under which it transferred an undivided interest, adjusted daily, in its accounts receivable designated under the agreement in exchange for proceeds of $225 million, which is classified as a short-term note payable on Exelon's and PECO's Consolidated Balance Sheets. As of September 30, 2012 and December 31, 2011, the financial institution's undivided interest in Exelon's and PECO's gross accounts receivable was equivalent to $314 million and $329 million, respectively, which represents the financial institution's interest in PECO's eligible receivables as calculated under the terms of the agreement. The agreement requires PECO to maintain eligible receivables at least equivalent to the financial institution's undivided interest. Upon termination or liquidation of this agreement, the financial institution is entitled to recover up to $225 million plus the accrued yield payable from its undivided interest in PECO's receivables. On August 31, 2012, PECO entered into an Amendment to extend this agreement until August 30, 2013. This Amendment also expands the criteria for eligible receivables to include receivables that have been purchased by PECO and revises the compliance criteria for the eligible asset test to allow for the payment of capital within a specified period of time. As of September 30, 2012, PECO was in compliance with the requirements of the agreement. In the event the agreement is not extended, PECO has sufficient short-term liquidity and may seek alternate financing.

On April 5, 2012, Antelope Valley received the first DOE-guaranteed loan advance of $69 million at an interest rate spread of 37.5 basis points above U.S. Treasury and maturity of January 5, 2037. The loan advance terminated the put option that Generation had on the Antelope Valley project. Antelope Valley received additional advances subsequent to the initial advance, and as of September 30, 2012, has received $100 million in DOE-guaranteed funding. See Note 8 – Derivative Financial Instruments for additional information on the interest rate swap related to the loan advances and Note 3 – Mergers and Acquisitions for additional information on the transaction.

In addition, Generation has issued letters of credit to support its equity investment in the project. As of September 30, 2012, Generation had $656 million in letters of credit outstanding related to the project The letters of credit balance is expected to decline over time as scheduled equity contributions for the project are made.